SEC Comment Letter for Ontrak, Inc. (OTRK, OTRKP) (CIK 0001136174) (OTRKQ) — Sep 12, 2008
Ontrak, Inc. (OTRK, OTRKP) (CIK 0001136174)
Date: Sept. 12, 2008 · CIK: 0001136174 · Accession: 0000000000-08-046164
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-153053
Letter
MAIL STOP 3561 September 12, 2008 Mr. Terren S. Peizer, Chief Executive Officer Hythiam, Inc. 11150 Santa Monica Boulevard, Suite 1500 Los Angeles, California 90025
Re: Hythiam, Inc. Registration Statement on Form S-3 File No. 333-153053 Filed on August 15, 2008
Dear Mr. Peizer:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. Please confirm that BDO Seidman, LLP signed the reports dated March 14, 2008, relating to the consolidated financial statements and the effectiveness of the company’s internal control over financia l reporting, which app ear in the Annual Report on Form 10-K for the year ended December 31, 2007.
Mr. Terren C. Peizer Hythiam, Inc. September 12, 2008 Page 2 2. Please have counsel revise the legal opini on to identify the go verning state law.
Closing comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the offering statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date.
Mr. Terren C. Peizer Hythiam, Inc. September 12, 2008 Page 3 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Any questions may be directed to Cath ey Baker at (202) 551-3326 or Jim Lopez, who supervised the review of your filing, at (202) 551-3790.
S i n c e r e l y ,
John Reynolds Assistant Director
cc: John C. Kirkland, Esq. Fax: (424) 202-6250
Show Raw Text
MAIL STOP 3561
September 12, 2008
Mr. Terren S. Peizer, Chief Executive Officer
Hythiam, Inc.
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
Re: Hythiam, Inc.
Registration Statement on Form S-3
File No. 333-153053
Filed on August 15, 2008
Dear Mr. Peizer:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. Please confirm that BDO Seidman, LLP signed the reports dated March 14, 2008,
relating to the consolidated financial statements and the effectiveness of the
company’s internal control over financia l reporting, which app ear in the Annual
Report on Form 10-K for the year ended December 31, 2007.
Mr. Terren C. Peizer
Hythiam, Inc.
September 12, 2008 Page 2
2. Please have counsel revise the legal opini on to identify the go verning state law.
Closing comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
offering statement as a confirmation of the fact that those requesting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
Mr. Terren C. Peizer
Hythiam, Inc.
September 12, 2008 Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Any questions may be directed to Cath ey Baker at (202) 551-3326 or Jim Lopez,
who supervised the review of your filing, at (202) 551-3790.
S i n c e r e l y ,
John Reynolds
Assistant Director
cc: John C. Kirkland, Esq.
Fax: (424) 202-6250